§ 23-17-239 - Standards of conduct for directors -- Actions taken without board meeting -- Conflicts of interest.
23-17-239. Standards of conduct for directors -- Actions taken without board meeting -- Conflicts of interest.
(a) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner he or she reasonably believes to be in the best interests of the cooperative.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One (1) or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented;
(2) Legal counsel, public accountants, engineers, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3) A committee of the board of directors of which he or she is not a member, if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) of this section unwarranted.
(d) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(e) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
(f) (1) A "conflict of interest transaction" is a transaction with the cooperative in which a director of the cooperative has direct or indirect interest. A conflict of interest transaction is not voidable by the cooperative solely because of the director's interest in the transaction if any one (1) of the following is true:
(A) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved, or ratified the transaction;
(B) The material facts of the transaction and the director's interest were disclosed or known to the members entitled to vote and they authorized, approved, or ratified the transaction; or
(C) The transaction was fair to the cooperative.
(2) For purposes of this section, a director of the cooperative has an indirect interest in a transaction and it should be considered by the board of directors of the cooperative if:
(A) Another entity in which he or she has a material financial interest or in which he or she is a general partner is a party to the transaction; or
(B) Another entity of which he or she is a director, officer, or trustee is a party to the transaction.
(3) For purposes of subdivision (f)(1)(A) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the directors on the board of directors, or on the committee, who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this subsection. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under subdivision (f)(1)(A) of this section if the transaction is otherwise authorized, approved, or ratified as provided in this subsection.
(4) For purposes of subdivision (f)(1)(B) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the vote of a majority of the members entitled to vote under this subsection. Proxies voted under the control of a director who has a direct or indirect interest in the transaction, and proxies voted under the control of an entity described in subdivision (f)(2)(A) of this section, may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subdivision (f)(1)(B) of this section. The vote of those members, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the members, whether or not present, that are entitled to vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.